Today, the Minneapolis Star Tribune headlined: “Court action throws wrench into Vikings stadium construction.” Sure: with projects of this magnitude, someone is always trying to stop them. The story brought back memories that I haven’t thought about for quite a while.
Minneapolis’s Metrodome, former home of the Twins, Vikings and Gophers, is being demolished. The Twins moved several years ago to Target Field, and the Gopher football team now plays on campus, at TCF Bank Stadium. The Vikings will be the last to leave the unlamented Dome, once they surmount the latest legal challenges.
As it happens, the Dome bracketed my legal career: I was involved in getting it built more than 30 years ago, and now, as I approach retirement–God and the stock exchanges willing–it is being torn down. The story of how the Dome came to be was one of the dramatic highlights of my early years as a lawyer. Some aspects of the tale were confidential for a long time, but enough years have passed that I think the story, as best I know it, can safely be told.
Before 1982, the Twins and Vikings both played at Metropolitan Stadium in Bloomington, a second-tier Minneapolis suburb. The Met was, of course, an outdoor stadium, and loyal Twins fans like me remember April games where everyone in the crowd–all 1,600 people–wore down jackets, and the outfield dirt had been painted green to make it look like grass was growing. The consensus was that the local sports teams needed a domed stadium to protect them from the elements. That wasn’t really in dispute. The question was, where should the new stadium be?
The legislature couldn’t decide, so it appointed a commission. The legislation that approved the expenditure of, as I recall, $55 million, said that the commission would determine the location of the new stadium–Minneapolis, St. Paul and Bloomington were the contenders–and the city that was selected would have to enact a local hotel-motel-liquor tax to defray the cost of the bonds that would finance construction. The perception was that the skids had been greased and downtown Minneapolis would be the chosen site.
My law firm was involved in this process on behalf of a number of clients. What they had in common was that they all favored construction of a new stadium, in downtown Minneapolis. Our core client was Industry Square Development Company, an ad hoc group of city fathers who were trying to bring a domed stadium to Minneapolis. All went according to plan: the commission selected Minneapolis as the site for the new, domed stadium, and the Minneapolis city council voted to impose the necessary hotel-motel-liquor tax.
Around 1979, when I think these events occurred, I was a 5th-year associate in the law firm where I still work. One day, a senior partner in my litigation group came into my office and told me that a threat to the new stadium had arisen: Bloomington interests, hiding behind a goofy left-wing law professor named Jack Davies, had proposed an amendment to the Minneapolis City Charter. The Davies Amendment, as it was styled, would repeal the city’s hotel-motel-liquor tax, and thereby destroy the funding mechanism for the stadium bonds, which had not yet been sold. The amendment was rapidly garnering petition signatures, mostly from anti-development types. The question I was charged with answering was, is the Davies Amendment constitutional? Or rather, will it be constitutional once $55 million in bonds have been sold in reliance on the city’s hotel-motel-liquor tax?
I organized a team of younger associates and directed a research effort which convinced me that 1) the Davies Amendment was clearly unconstitutional, as applied to bonds that had been sold in reliance on existing law, and 2) it was also procedurally improper as a Minneapolis City Charter amendment. I reported my conclusions up the chain of command, and they were accepted by the senior litigator to whom I reported and by the firm’s senior bond lawyer.
Events, after that, accelerated. Sufficient signatures were obtained to put the Davies Amendment on the ballot at the next election. Well before that, the $55 million in stadium bonds were scheduled to be sold. There was another problem, too: the late 1970s were a time of spiraling inflation, and the legislation that authorized the new stadium provided, as I recall, for the bonds to bear interest at 6%. A local investment banking firm, Piper, Jaffray & Hopwood, was responsible for placing the bond issue, but when the time came, the reality was that the only plausible buyers were local institutions with a sense of civic responsibility. So the three largest banks and the biggest insurance company in the Twin Cities agreed to divide the purchase among themselves.
The bonds were, of course, unsalable if there was a serious risk that the Davies Amendment would be upheld, and the tax that supported the bonds would be repealed. So the question was put to the St. Paul law firm that acted as bond counsel: will you give a bond opinion–a guarantee, in effect–that the Davies Amendment is unconstitutional? Understandably, they said No. That firm then held a meeting in which its partners were told that there wasn’t going to be a new stadium and that they were likely to take the blame.
But we had a different idea. I wrote a series of three opinion letters, two of which said that the Davies Amendment was unconstitutional, while the third said that it was not a proper city charter amendment. The Minneapolis City Attorney signed these letters.
A climactic meeting took place at the offices of Piper, Jaffray & Hopwood on a Sunday afternoon. (A few weeks later, someone leaked an account of this meeting to the Minneapolis Star Tribune. The leaked account was accurate as far as it went, but the leaker didn’t have all the facts.) The bonds were scheduled to be sold the following day. The meeting proceeded like a ballet, under the direction of the head of the state agency that the legislature had commissioned with trying to build the new stadium. He called upon the St. Paul law firm to ask whether they would give a bond opinion on the Davies Amendment. Their senior lawyer stood up and explained that his firm would not do so. Attention then shifted to the Mayor of Minneapolis, Al Hofstede, who said that he had been working with the city council and they had come up with a possible solution.
The City Attorney then passed around to all those at the meeting–thirty or so, as I recall–the three opinion letters that he had signed. The chairman of the city council told the group that he had distributed the City Attorney’s opinions to the council, and they had the votes to keep the Davies Amendment off the ballot on the ground that it was patently unconstitutional, which was the applicable legal standard. So the question was: are the prospective bond buyers willing to buy the bonds, in reliance on the contention that the Davies Amendment was invalid, even though bond counsel would issue no guarantee?
My firm was counsel to the bond buyers. So at that point, my two senior partners and I retired to a side room with the chairmen of the region’s three biggest banks and the insurance company that is headquartered in St. Paul. The bond buyers asked whether we agreed with the City Attorney’s opinion letters. My bosses said that they did agree; no one mentioned that I had written them. The senior litigation partner told the bankers that there would be litigation in which the Bloomington and anti-development forces would try to get the amendment on the ballot so as to knock the support out from under the bonds, but that we would win the lawsuit. The bankers looked at one another and the chairman of the biggest bank said, “That’s good enough for me.” I never said a word.
We went back into the main room and the bond buyers announced that the purchase would proceed as scheduled the following day.
As you can imagine, this was one of the highlights of my early years as a lawyer. When the meeting was over, I returned to the apartment where I lived at the time, and my then-girlfriend and I prepared to go out for a celebratory dinner. Just as we were going out the door, my telephone rang. Normally I would have ignored it–this was before cell phones, so you could escape that way–but given all that was going on, I thought I had better answer. It was the litigation partner to whom I reported on the stadium. He said, “A lawsuit and a motion for a temporary restraining order have just been filed in federal court to stop the stadium bond sale from going forward tomorrow. Meet me at the Hennepin Avenue Burger King in ten minutes and I will fill you in.”
We worked all night. The lawsuit was a clever one, that started with a kernel of truth: the interest rate that the legislature had authorized was, by then-prevailing standards, too low. The lawsuit, filed by two legislators and a private party on behalf of Bloomington interests, alleged that purchase of the 6% bonds by the banks would violate the Glass-Steagall Act because the bonds were not competitively marketable. As I said, there was some truth to that: building the Metrodome was more an act of civic responsibility than a great investment.
Happily, my overnight research showed that the plaintiffs lacked standing; not only that, we got affidavits from bank vice-presidents in the middle of the night, and the other side didn’t. The following morning the TRO motion was argued and denied, and the bond sale was consummated in the afternoon.
Things proceeded according to plan. The Minneapolis City Council declined to put the Davies Amendment on the ballot at the next election on the ground that it was patently unconstitutional. Its supporters sued the city. When I argued that case before a Hennepin County District Judge, he could look out the window from his chambers and see earth moving equipment busily at work on the stadium site. He ruled in our favor. The anti-stadium forces appealed to the Minnesota Supreme Court. Their purpose was to stop the construction of the Metrodome, but by the time I argued that case in the Supreme Court, the Metrodome was built, or nearly so. As my boss had predicted, we won the case.
The Metrodome had a checkered history. Financially, it was an enormous success. Built for a song, relatively speaking, it was used nearly every day, year-round, for more than 30 years. Truthfully, nevertheless, the Dome was always unloved: it was built on the cheap, with artificial turf that in the early years was as hard as a parking lot, seats that were miserably aligned for baseball, and a Teflon dome that kept collapsing. (I was involved in litigation over the repeated dome collapses, too.) The Metrodome was sterile at best. No one ever compared it to Fenway Park or Wrigley Field.
And yet…if you are Minnesota sports fan, who can forget the 1987 and 1991 pennant races, and World Series? Who can forget the wonderful evening in 1987 when the underdog Twins clinched the American League championship against the Detroit Tigers? And someone in the Twins marketing department had the idea of opening up the Metrodome to Twins fans, for free…and the team landed at the airport, got on a bus, and heard updates…there are 5,000 people at the Dome…now there are 15,000…and more than 50,000 by the time the team took the field to say thank you to the fans?
I, personally, will never forget the 1991 World Series against the Atlanta Braves, when I had such good seats for the opener that Ted Turner and Jane Fonda were directly in front of me, one row down–they were in row 3 and I was in row 4–and Jane Fonda did the Tomahawk Chop non-stop for nine innings. Nor will I, or any other Minnesota sports fan, forget Game Six. By that time, I was traveling in Europe on business, and I awoke in the middle of the night in a hotel room in Munich, and on some unaccountable impulse crawled across the floor to turn on a black and white TV set, just in time to see Kirby Puckett win the game with a home run in the bottom of the 11th.
The new stadium will cost around a billion dollars, 20 times as much as the Metrodome. Maybe it will produce 20 times the memories; maybe not. For me and for many others, the destruction of the Metrodome, however little we may have appreciated it, is the end of an era.